ConfidentialMaterials omitted and filed separately with theSecurities and Exchange Commission. Asterisk denote omissions.

**Exhibit 10.1**

***ExecutionVersion***

**DISTRIBUTION AGREEMENT**

**(Amended and Restated)**

DISTRIBUTION AGREEMENT (the “**Agreement**”),dated as of March 20, 2007 (the “**Effective Date**”),by and among Novadaq Technologies Inc., a Canadian corporation (“**Novadaq Parent**”), Novadaq Corp., a Delawarecorporation (“**Novadaq**”), which is a wholly ownedsubsidiary of Novadaq Parent, PLC Systems Inc., a Yukon Territory corporation (“**PLC Parent**”), and PLC Medical Systems, Inc., a Delawarecorporation (“**PLC**”), which is a wholly ownedsubsidiary of PLC Parent.

WHEREAS, PLC has developed a carbon dioxide lasersystem and related accessories described in Exhibit A hereto (as set forthin Exhibit A, the “**Products**”), anddesires that the sale and use of the Products be actively promoted in the fiftystates of the United States of America and the District of Columbia (the “**Territory**”);

WHEREAS, Novadaq is a company in the medical devicesfield with experience and expertise in the commercialization and distributionof medical devices;

WHEREAS, PLC and Edwards Lifesciences LLC (“**Edwards**”) were parties to the DistributionAgreement dated January 9, 2001as amended by the First Amendment toDistribution Agreement dated February 24, 2004, whereby Edwards had beengranted rights to distribute Products in the Territory (the “**Edwards Agreement**”);

WHEREAS, Novadaq has received and accepted theassignment from Edwards of the Edwards Agreement pursuant to  the Assignment and Assumption Agreementbetween Edwards and Novadaq dated effective as of March 20, 2007 (the “**Assignment Agreement**”) with PLC’s approvaland consent; and

WHEREAS, PLC and Novadaq now desire to amend certainprovisions of the Edwards Agreement and restate such agreement with theamendments in this Agreement;

 NOW, THEREFORE, in consideration of the mutualagreements and covenants

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contained herein and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,and intending to be legally bound hereby, the parties hereto agree as follows:

**ARTICLE I**DEFINITIONS

As used in this Agreement, the following terms shallhave the following meanings:

1.1           “**Affiliate**”means, with respect to a party, any person or entity that directly, orindirectly through one or more intermediaries, Controls or is Controlled by oris under common Control with, such party; where “Control” means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a person or entity, whether through the ability toexercise voting power, by contract or otherwise, and “Controlling” and “Controlled”have corresponding meanings.

1.2            “**Agreement**”shall have the meaning set forth in the Recitals.

1.3           “**Damages**” shallhave the meaning set forth in Section 9.2.

1.4           “**[**]**” shallhave the meaning set forth in Section 2.2.

1.5           “**Dispute**” shallhave the meaning set forth in Section 11.4.

1.6           “**Effective Date**”shall have the meaning set forth in the Recitals.

1.7           “**Escalation Notice**”shall have the meaning set forth in Section 11.4.

1.8           “**ETL**” shall havethe meaning set forth in Section 4.2.

1.9           “**FDA**” shall havethe meaning set forth in Section 4.2.

1.10         “**HL-1 Laser System**”shall mean the predecessor product to the HL-2 Laser System.

1.11         “**HL-2 Laser System**”shall have the meaning set forth in Exhibit A.

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1.12         “**HL-2 Purchase Price**”shall have the meaning set forth in Section 7.3.

1.13         “**Indemnified Party**”shall have the meaning set forth in Section 9.4.

1.14         “**Indemnifying Party**”shall have the meaning set forth in Section 9.4.

1.15         “**Novadaq**” shallhave the meaning set forth in the Recitals.

1.16         “**Novadaq Facility**”shall have the meaning set forth in Section 7.5.

1.17         “**PLC**” shall havethe meaning set forth in the Recitals.

1.18         “**PLC Parent**”shall have the meaning set forth in the Recitals.

1.19         “**Products**” shallhave the meaning set forth in the Recitals.

1.20         “**Schedule 4.5 Services**”shall have the meaning set forth in Section 4.5.

1.21         “**Territory**”shall have the meaning set forth in the Recitals.

1.22         “**TMR Disposable Kit**”shall have the meaning set forth in Exhibit A.

1.23         “**Usage Premium**”shall mean, with respect to each contract pursuant to which (a) an HL-1 LaserSystem was placed or sold prior to the Effective Date, or (b) an HL-2 LaserSystem (i) is or was placed or sold prior to the Effective Date, or (ii) isplaced or sold during the term of this Agreement at a price less than [**]Dollars ($[**]), the dollar amount by which the per-usage charge set forth insuch contract exceeds the TMR Disposable Kit price set forth in such contractor if the TMR Disposable Kit price is not explicitly stated in such contract,the list price of a TMR Disposable Kit at the time the contract was enteredinto.  In addition, Usage Premium shallalso include the amount of any additional payments related exclusively to theuse of the applicable Laser System, including, but not limited to, rental orlease payments.  A laser system shall beconsidered “**placed**” if it has beendelivered, installed at an end user’s facility and is in use without such enduser having purchased such laser system.

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1.24         “**Warehouse Retesting**”shall mean retesting an HL-2 Laser System to its original factoryspecifications due to the fact that it has been warehoused by Novadaq forlonger than the Warehouse Life.

1.25         “**Warehouse Life**”shall mean [**], unless PLC reasonably determines, at any time during the termof this Agreement, that such period may be extended, but in no event shallsuch period be extended to more than [**]; provided, however that PLC shallprovide Novadaq with the data upon which it makes the determination to extendor maintain the Warehouse Life.  PLCacknowledges and agrees that those units of HL-2 Laser Systems acquired byNovadaq from Edwards pursuant to the Assignment Agreement shall be retained intested condition at PLC’s sole cost and expense for a period of at least [**]following the Effective Date and accordingly have a Warehouse Life of not lessthan [**].

1.26         “**Warranty Period**”shall mean in the event (a) an HL-2 Laser System is shipped before theexpiration of the Warehouse Life, the period from the date of installationuntil the [**] of such installation, but not to exceed [**] from the date ofshipment to the end user; (b) an HL-2 Laser System is shipped after theexpiration of the Warehouse Life and PLC has requested that such HL-2 LaserSystem be Warehouse Retested and Novadaq ships without such WarehouseRetesting, the period from the date of sale to Novadaq until the date which is[**] plus the Warehouse Life; (c) a proposed shipment of an HL-2 LaserSystem would occur after the expiration of the Warehouse Life, and Novadaq andPLC agree to the Warehouse Retesting of such HL-2 Laser System, the period fromthe date of installation until the [**] of such installation, but not to exceed[**] from the date of shipment to the end user; and (d) a proposedshipment of an HL-2 Laser System would occur after the expiration of theWarehouse Life, and Novadaq and PLC agree that Warehouse Retesting of such HL-2Laser System is not necessary, the period from the date of installation untilthe [**] of such installation, but not to exceed [**] from the date of shipmentto the end user.

**ARTICLE II** APPOINTMENT

2.1           *Appointment.*Subject to the terms and conditions containedin this Agreement, PLC hereby appoints Novadaq as PLC’s exclusive independentdistributor of the Products in the Territory. Novadaq may not appoint a secondary or sub-distributor to sell theProducts without PLC’s prior written consent, other than

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those set forth on Schedule 2.1 (which Schedulemay be updated from time-to-time by the mutual written consent of the parties);provided that Novadaq shall not need consent from PLC to appoint consultantsand small distributors as secondary or sub-distributors.  The rights of any such secondary orsub-distributors shall not extend beyond the term of Novadaq’s rights underthis Agreement.  PLC shall not appointany other agents, representatives, or distributors for the purpose of sellingthe Products in the Territory.

2.2           *Competition.*Novadaq shall not sell any devices in the Territory which directlycompete with the Products in the field of [**] during the term of thisAgreement.  Novadaq may market andsell medical devices, including, without limitation, products that may beused [**], as long as such medical devices are not within the field of [**] andall other medical devices which it is selling as of the date hereof.  Novadaq represents that it [**].

**ARTICLE III**OBLIGATIONS OF DISTRIBUTOR

3.1           *General Obligations of Novadaq.*Novadaq shall usecommercially reasonable efforts to distribute and sell the Products in theTerritory including, without limitation, the following:

(a)           Promote the sale and use of Productsin the Territory;

(b)           Provide customer service, includingresponding to customer inquiries and requests for quotes on Product pricing;and

(c)           Provide invoices to customers andmanage accounts receivable and collection responsibilities for sales by Novadaqof the Products.

3.2           *Costsand Expenses.*Novadaq shall bear all the costs and expensesassociated with its obligations set forth in this Agreement.

**ARTICLE IV**OBLIGATIONS OF PLC

4.1           [Reserved for future use.]

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4.2           *Approvals.*PLC shall, and PLC Parent shall cause PLC to, use commerciallyreasonable efforts to obtain and maintain all approvals and clearances requiredwith respect to the sale of the Products in the Territory, including, withoutlimitation, approvals from the Food and Drug Administration (the “**FDA**”) and the Electrical Testing Laboratory (“**ETL**”).  To the extentnot prohibited by law, Novadaq shall have the right to have its designatedrepresentative attend any meetings with the FDA or ETL and shall have the rightto review all communications to either the FDA or ETL reasonably in advance ofsubmission to the FDA or ETL to allow consultation between Novadaq and PLCregarding such communications.

4.3           *Labelingof Products.*PLC shall and PLC Parent shall cause PLC to provide andto assume regulatory responsibility for all finished Product andProduct-related labeling, including regulatory responsibility for allsales and marketing literature prepared by Novadaq, such that it complies withall applicable laws and regulations in the Territory during the term of thisAgreement.  All labeling for the Productsshall include the statement “Distributed by Novadaq Corp., Manufactured by PLCMedical Systems, Inc.”

4.4           *Clinicalor Marketing Studies. *PLCshall and PLC Parent shall cause PLC to use commercially reasonable efforts toconduct any clinical study with respect to the Products required by the FDA orother governmental agencies to sell or market the Products in theTerritory.  All other clinical or marketingstudies with respect to the Products that are conducted within the Territorywill be approved, funded, and conducted on terms and conditions mutually agreedto by PLC and Novadaq.

4.5           *Installation Services and Services Provided Under Extended ServiceAgreements.*PLC shall, and PLC Parent shall cause PLC to, providethe services and technical support relating to the Products as set forth onSchedule 4.5 (the “**Schedule 4.5 Services**”).  PLC shall periodically provide to Novadaq PLC’sthen-current service agreement program descriptions and pricing therefor.  Novadaq may set the price at which it sellsSchedule 4.5 Services to end users and shall invoice customers for all servicefees and charges and shall be entitled to retain [**]%) percent of all suchservice fees and revenues that it receives from end users for theSchedule 4.5 Services with respect to an HL-2 Laser System within thefirst [**] following the sale of such HL-2 Laser System to such end user, andthereafter [**]%) percent of such fees and revenues, and Novadaq shall pay to PLCthe remainder of such fees and revenues (i.e., [**]%) percent if within [**]after such

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sale and [**]%) percent thereafter), which amountsshall be due and payable within [**] after Novadaq’s receipt of such fees andrevenues; provided, however, that, in no event shall PLC receive from Novadaqan amount for the performance of extended services that is less than the amountspecified by PLC for such services in its then-current price list.  If and to the extent that PLC fails toperform its obligation in the first sentence of this Section 4.5,Novadaq may provide those Schedule 4.5 Services or contract with athird party to provide those Schedule 4.5 Services.  In such event, Novadaq shall keep all servicefees and revenues resulting therefrom and PLC shall train the personnel (at arate of [**] dollars ($[**]) per day) performing such Schedule 4.5Services (whether employed by Novadaq or a third party) and provide factorysupport, including, without limitation, service manuals, spare parts, technicaltroubleshooting, and processing product returns.  PLC shall also provide Novadaq with monthlyreports with respect to Product returns and complaints.  Novadaq shall log in any Products returned bycustomers to Novadaq and return such Products to PLC.  If an HL-2 Laser System is installed and theprice to be paid by the end user for such installation is less than [**]dollars ($[**]) per day, PLC shall install such HL-2 Laser System and Novadaqshall pay PLC the difference between [**] dollars ($[**]) and the amount to bepaid by the end user per day for such installation, but in no event shallNovadaq’s payment exceed [**] dollars ($[**]) per installation.  For the avoidance of doubt, PLC shall installHL-2 Laser Systems at its own cost and expense including, without limitation,cost of travel, food and lodging for PLC’s employees, except to the extent setforth in the preceding sentences.

4.6           *Warrantyand Preventive Maintenance Services. *PLCshall, and PLC Parent shall cause PLC to, provide all warranty and two scheduledpreventive maintenance services on all HL-2 Laser Systems as set forth onSchedule 4.6 during the Warranty Period. Novadaq shall reimburse PLC for the costs set forth on Schedule 4.6incurred by PLC in the performance of its obligation in the prior sentenceduring the Warranty Period, but in no event shall such reimbursement exceed[**] dollars ($[**]) per HL-2 Laser System. In the event PLC is required to conduct Warehouse Retesting on an HL-2Laser System (which, for the avoidance of doubt, shall include any servicingnecessary to return the HL-2 Laser System to the specification), Novadaq shallreimburse PLC [**] dollars ($[**]) per such HL-2 Laser System, upon completionof Warehouse Retesting, and PLC shall provide copies of the results of the WarehouseRetesting to Novadaq.

4.7           *Recallof Products. *In the event ofa recall of any of the Products, PLC shall, and PLC Parent shall cause PLC to,bear all costs and expenses of such recall, including, without limitation,expenses or obligations to third parties, the cost

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of notifying customers and end users, and costsassociated with the shipment of recalled Products from customers and end usersto PLC.  Novadaq shall cooperate with PLCin effecting any recall of the Products sold by Novadaq by producing customerlists and assisting with the notification of customers and end users of therecalled Products.  Novadaq and PLC shall jointly develop an end usernotification mechanism and the message to be delivered in the event of aProduct recall.  PLC shall be responsiblefor all regulatory obligations required as a result of a Product recall.  PLC shall provide to Novadaq copies of allcommunications to and from regulatory authorities as soon as practicable andnot less frequently than monthly during the term of this Agreement, providedthat all communications materially concerning the Product or its approval formarketing shall be provided to Novadaq promptly and in no event later than 48hours after PLC is aware of any such communication.

4.8           *ProductLiability Insurance. *PLCshall, and PLC Parent shall cause PLC to, obtain and keep in force during theterm of this Agreement a product liability insurance policy in an amount notless than $10,000,000.  During the termof this Agreement and for a period of four (4) years following the expirationor termination of this Agreement, such insurance policy shall evidence Novadaqand all of its Affiliates as additional insured entities and shall provide forwritten notification to Novadaq by the insurer not less than thirty (30) daysprior to cancellation, expiration or modification.  PLC shall, and PLC Parent shall cause PLC to,provide a certificate of insurance evidencing compliance with thisSection 4.8 to Novadaq within thirty (30) days of the date hereof togetherwith a copy of such insurance policy.

4.9            *Costs and Expenses. *PLCshall and PLC Parent shall cause PLC to bear all the costs and expensesassociated with PLC’s obligations set forth in this Agreement.

4.10         *[**]*.  PLC shall provide to Novadaq [**].  The parties will use commercially reasonableefforts to [**] as soon as practicable.

4.11         *[**]*.  The parties agree that [**] and associatedTMR kits as well as any other Products [**], and all services associatedtherewith, including without limitation, order forecasting, [**] by the partiestaking into consideration the relevant factors, including but not limited to[**].

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** **

**ARTICLE V**SALES AND MARKETING

5.1           *MarketingPlan. *Novadaq shall develop amarketing plan for the Products and provide funding for such plan at its ownexpense.

5.2           *SalesMaterial and Literature.*PLC shall assist Novadaq with thepreparation of sales and marketing materials and literature for theProducts.  The costs and expensesassociated with developing and producing such materials and literature shall bepaid by Novadaq.  Nothing in thisSection 5.2 shall have any effects on PLC’s obligations set forth inSection 4.3.

5.3           *Trainingand Retention of Sales Personnel.*PLC shall provide products andsales training to all Novadaq sales personnel that are engaged in marketing andselling the Products in the Territory. During the term of this Agreement and for a period of [**] after thetermination or expiration of this Agreement, neither PLC Parent nor PLC shallsolicit for employment any of Novadaq’s personnel without the prior writtenconsent of Novadaq.  During the termof this Agreement and for a period of [**] after the termination or expirationof this Agreement, Novadaq and its Affiliates shall not solicit for employmentany personnel of PLC Parent or PLC without the prior written consent of PLC.

**ARTICLE VI**PURCHASE ARRANGEMENTS

6.1           *PurchaseForecasts for Products. *Novadaqshall provide quarterly to PLC a rolling four-quarter forecast of the expecteddemand for the Products.

6.2           *PurchaserOrders; No Minimum Product**Quantities. *Novadaq shall submit anon-cancelable purchase order to PLC for TMR Disposable Kits for the upcomingcalendar month on the first day of the month preceding such month.  Novadaq shall submit a non-cancelablepurchase order to PLC for HL-2 Laser Systems for the upcoming calendar quarteron the first day of the month preceding such quarter.  Notwithstanding its provision of demandforecasts for the Products and anything else set forth herein, Novadaq shalldetermine in its sole discretion the quantity of Products it shall purchase andthere shall be no minimum purchase 

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requirements for any Products.  To the extent that the terms of any purchaseorder and the terms of this Agreement conflict, the terms of this Agreementshall control.

6.3           *Placementof Orders.*All orders for Products submitted by Novadaq shall beinitiated by written purchase orders sent to PLC which shall specify thedesired delivery date, location and method of transportation for the Productsincluded in such order.  With respect toany Product for which Novadaq may submit purchase orders to PLC on an asneeded basis, Novadaq agrees to promptly submit purchase orders to PLC afterits receipt of orders from its customers, but, in any event, shall submitpurchase orders to PLC within [**] of its receipt of a customer order.  Quarterly purchase orders submitted to PLC byNovadaq will indicate the quantity of HL-2 Laser Systems to be delivered foreach month of the quarter, provided, however, the quantity for any individualmonth shall in no case be less than [**] percent ([**]%) of the total to bedelivered for the entire quarter.  PLCshall accept all purchase orders for HL-2 Laser Systems submitted by Novadaq tothe extent that the quantity for the quarter does not exceed [**] percent([**]%) of the most recent forecasted quantity for the quarter and shall usecommercially reasonable efforts to provide all quantities of HL-2 Laser Systemsordered by Novadaq in excess of [**] percent ([**]%) of the most recentforecasted quantity for the quarter.  PLCshall accept all purchase orders for TMR Disposable Kits submitted by Novadaqto the extent that the quantity for the month does not exceed [**] percent([**]%) of the most recent forecasted quantity for the month and shall usecommercially reasonable efforts to provide all quantities of TMR DisposableKits ordered by Novadaq in excess of [**] percent ([**]%) of the most recentforecasted quantity for the month.  PLCshall use commercially reasonable efforts to deliver the Products on the agreedupon delivery dates set forth in accepted purchase orders, but, in anyevent, shall make all deliveries within [**] of the agreed upon delivery datesset forth in purchase orders.  Forpurposes of this Section 6.3, “the most recent forecasted quantity for the”quarter or month means the quantity forecasted in the forecast provided at leastone full calendar quarter prior to the issuance of the relevant purchase order.

**ARTICLE VII**PRICING, PAYMENT, SHIPPING

7.1           *TMR Disposable Kit.*

 

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(a)           Novadaq shall purchase the TMRDisposable Kits from PLC at [**]% of the Average End User Price.  The “Average End User Price” shall mean theaverage of the actual sales price for each TMR Disposable Kit sold during acalendar quarter.  Novadaq shallcalculate the Average End User Price and deliver such calculation to PLC withinfifteen (15) days after the end of each quarter.

(b)           PLC shall bill TMR Disposable Kits toNovadaq on a preliminary basis at [**]% of the Estimated End User Price.  For the time period commencing on theEffective Date until December 31, 2007, the Estimated End User Price shall be[**] Dollars ($[**]).  During subsequentquarters of the Agreement, the “Estimated End User Price” shall be equal to theAverage End User Price for the most recent quarter that such data is availableand calculable.

(c)           The difference between thepreliminary amount billed during a quarter using the Estimated End User Priceand the actual amount owed using the Average End User Price shall be creditedto Novadaq by PLC or paid by Novadaq to PLC, as the case may be, within fifteen(15) days of the date such Average End User Price is determined.

(d)           Within fifteen (15) days of the endof each calendar month, Novadaq shall provide to PLC a written report showing,for the month immediately preceding the report, Novadaq’s sales of theProducts, including the name of the customer, the date of the shipment, theprice of the Product and the allocation of the price between Novadaq andPLC.  Novadaq shall maintain for at leasttwo years its records, contracts and accounts relating to sales of theProducts, and shall permit examination thereof by authorized representatives ofPLC at all reasonable times.

7.2           *HL-1Laser Systems. *Novadaq shalldeliver to PLC [**] percent ([**]%) of all Usage Premiums received inconnection with the sale of TMR Disposable Kits for use with, and servicerevenue related to, HL-1 Laser Systems. Novadaq shall deliver any and all monies received in connection with thepurchase of an HL-1 Laser System to PLC.

7.3            *HL-2 Laser Systems.*

(a)           Novadaq’s payment to PLC foreach HL-2 Laser System sold by Novadaq shall be the greater of (i) [**] dollars($[**]), or (ii) [**] percent ([**]%) of the sum of (1) the actual price paidby the customer/end user of 

 

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the applicable HL-2 Laser System sold by Novadaq(which amount is deemed to include the warehousing fees at PLC’s facility)and (2)  the aggregate Usage Premiumsreceived by Edwards or Novadaq prior to the point of sale (if any) withoutdeducting any portion thereof paid to PLC pursuant to Section 7.3(e) (the “**HL-2 Purchase Price**”).

(b)           PLC shall bill Novadaq and Novadaqshall pay for each HL-2 Laser System purchased on a preliminary basis the sumof [**] dollars ($[**]).

(c)           The difference between (i) the sum of(A) the preliminary amount billed during a calendar quarter in accordance withSection 7.3(b) and (B) the portion of the Usage Premiums already paid to PLCpursuant to Section 7.3(e), and (ii) the actual amount owed in accordance withSection 7.3(a) shall be paid by Novadaq to PLC, as the case may be, withinthirty (30) days of the end of the month in which the applicable HL-2 LaserSystem is sold by Novadaq.

(d)           Within fifteen (15) days of the endof each calendar month, Novadaq shall provide to PLC a written report showing,for the month immediately preceding the report, Novadaq’s sales of the Products,including the name of the customer, the date of the shipment, the price of theProduct and the allocation of the price between Novadaq and PLC.  Novadaq shall maintain for at least two yearsits records, contracts and accounts relating to sales of the Products, andshall permit examination thereof by authorized representatives of PLC at allreasonable times.

(e)           Novadaq shall retain the UsagePremiums it receives from each HL-2 Laser System that is or was placed or soldat any time prior to the Effective Date or during the term of this Agreement,until the aggregate Usage Premiums received by Edwards or Novadaq with respectto each such HL-2 Laser System equals [**] dollars ($[**]).  Thereafter (i.e., after the $[**] has beenrecovered by Edwards or Novadaq), Novadaq shall pay to PLC [**] percent ([**]%)of any such Usage Premiums received.  PLCand Novadaq agree to periodically review in good faith the HL-2 Laser PurchasePrice and to make adjustments, subject to their mutual agreement, to the HL-2 PurchasePrice due to inflation, change in product cost and/or other market orcompetitive conditions.

(f)            Novadaq agrees to provide toPLC a signed shipping authorization form to authorize the release of any HL-2Laser System from the 

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Novadaq Facility (as defined in Section 7.5).  Novadaq shall provide to PLC a copy of eachsale, usage, trial or placement agreement Novadaq enters into as soon aspracticable after such agreement has been executed.

7.4           *ProductAccessories. *Novadaq shallpurchase from PLC F.O.B PLC’s manufacturing facility any Product accessory setforth on Schedule 7.4 for the transfer price listed for such accessory onSchedule 7.4.

7.5           *Shipping. *At Novadaq’s request, PLC shallwarehouse all HL-2 Laser Systems purchased by Novadaq at Novadaq’s segregatedwarehouse within PLC’s facility (“**Novadaq Facility**”).  PLC shall deliver TMR Disposable Kitsdirectly to Novadaq or its designated service provider(s) as set forth on theapplicable purchase order.  All pricesfor the Products shall be F.O.B. PLC’s manufacturing facility.  The prices will not include any federal,state or local sales, use, excise or value added tax that may beapplicable.  If PLC has the legal obligationto collect such taxes, the appropriate amount shall be added to Novadaq’sinvoice and paid by Novadaq unless Novadaq provides PLC with a valid taxexemption certificate authorized by the appropriate taxing authority.  PLC shall ship the Products using the methodof transportation specified by Novadaq in the purchase order.  In all cases, title, risk of loss and allresponsibility for transportation, insurance and storage shall pass from PLC toNovadaq upon transfer of finished HL-2 Laser Systems from PLC to the NovadaqFacility and after such transfer PLC shall promptly issue an invoice relatedthereto to Novadaq.

7.6           *Payment. *Fullpayment shall be made by Novadaq to PLC within [**] from the invoice date whichshall be shipping date for the Products to Novadaq.  All prices herein are in US Dollars.

**ARTICLE VIII**TERM AND TERMINATION; ANNUAL MEETING

8.1           *Term and Renewal. *ThisAgreement shall commence on the Effective Date and shall continue for theenforceable life of the last to expire of the United States patents held by PLCrelated to Products.

8.2            *Immediate Termination. *ThisAgreement may be terminated by either Novadaq or PLC immediately in theevent that (a) any breach by PLC of Section 4.8; (b) anymaterial breach by the other party remains uncured 60 days after 

 

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written notice containing details of the breach hasbeen delivered to the other party; or (c) the other party shall file forprotection from its creditors under any applicable bankruptcy or insolvencylaws, shall make an assignment for the benefit of creditors, or shall have areceiver appointed for its property. This Agreement may be terminated by Novadaq at any time forconvenience (for any reason or no reason) upon ninety (90) days’ prior writtennotice to PLC.

8.3           *AnnualMeeting. *The chief executiveofficer of PLC and the executive in charge of the DBMR business for Novadaqshall agree to meet annually in order to discuss sales opportunities, currentmarket trends and to keep each other informed of pertinent events and competingproducts having an impact upon the Products’ marketability, including, but notlimited to, forecasts as to future demand.

**ARTICLE IX**WARRANTIES AND INDEMNIFICATION

9.1           *Warranties. *PLC warrants that (a) itpossesses good and marketable title to all Products sold to Novadaq under thisAgreement; (b) each Product conforms to its specifications and is fit forthe purposes and indications described in its labeling; (c) when availablefor sale in the Territory the Products are or will be manufactured inconformity with all FDA and ETL rules and regulations and applicable lawsof the Territory; (d) the Products have or will have obtained FDA approvalto market and sell the Products when the Products are available for sale in theTerritory; (e) it is the owner or licensor of the entire right, title andinterest in the intellectual property relating to the Products and, to theknowledge of PLC and PLC Parent, the use by Novadaq of any such intellectualproperty will not violate any right of any third party; (f) it compliesand will continue to comply with all applicable laws and regulations of theTerritory with respect to the Products; and (g) each Products shall be approvedand released in accordance with PLC’s formal quality system.

9.2           *Indemnificationby PLC. *PLC and PLC Parentshall indemnify and hold harmless Novadaq, its officers, directors,shareholders, employees, parents, successors, Affiliates, assigns, customersand users of Products, in each case, from and against any and all costs orexpenses (including, without limitation, reasonable attorneys’ fees, and thereasonable out-of-pocket expenses of testifying and preparing for testimony andresponding to document and other information requests, whether or not a partyto such litigation), judgments, fines, losses, claims (whether or 

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not meritorious) and damages (collectively, “**Damages**”), as incurred, to the extent they relate to, ariseout of or are the result of (i) the manufacture by PLC or use of anyProducts; (ii) the design of any Products or component of the Products notdeveloped exclusively by Novadaq; (iii) the failure of the Productsto satisfy any warranty made by PLC; and (iv) by reason of the sale or useof the Products any claim of infringement of patents, trademarks, trade names,or copyrights, any claim of misappropriation or misuse of trade secrets or informationor any similar claim.

9.3           *Indemnificationby Novadaq. *Novadaq shallindemnify and hold harmless PLC, its successors, Affiliates and assigns, ineach case, from and against any and all Damages, as incurred, to the extentthey relate to, arise out of or are the result of Novadaq’s gross negligence orwillful misconduct in the promotion and sale of the Products by Novadaq.  In order to protect PLC’s interests underthis Section 9.3, Novadaq shall obtain and keep in force during the term ofthis Agreement a business liability insurance policy in an amount not less than$5,000,000.  During the term of thisAgreement and for a period of four (4) years following the expiration ortermination of this Agreement, such insurance policy shall evidence PLC and allof its Affiliates as additional insured entities and shall provide for writtennotification to PLC by the insurer not less than thirty (30) days prior tocancellation, expiration or modification. Novadaq shall provide a certificate of insurance evidencing compliancewith this Section 9.3 to PLC within thirty (30) days of the date hereoftogether with a copy of such insurance policy.

9.4            *Indemnification Procedures. *Theparty seeking indemnification (the “**Indemnified Party**”)pursuant to this ARTICLE IX shall promptly notify the indemnifying party (the “**Indemnifying Party**”), in writing, of such claim describingsuch claim in reasonable detail, *provided*thatthe failure to provide such notice shall not affect the obligations of theIndemnifying Party unless and only to the extent it is actually prejudicedthereby.  In the event that such claiminvolves a claim by a third party against an Indemnified Party, theIndemnifying Party shall have thirty (30) days after receipt of such notice todecide whether it will undertake, conduct and control, through counsel of itsown choosing (but reasonably acceptable to the Indemnified Party) and at itsown expense, the settlement or defense thereof unless (i) the IndemnifyingParty is also a party to the proceeding and the Indemnified Party determines ingood faith that joint representation would be inappropriate or (ii) theIndemnifying Party fails to provide reasonable assurance to the IndemnifiedParty of its financial capacity to defend such proceeding, and provide indemnificationwith respect thereto, and if it so decides, the Indemnified Party shallcooperate with it in connection therewith, *provided*that the Indemnified Party may participate in such 

 

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settlement or defense through counsel chosen by it,and *provided further*that thefees and expenses of such counsel shall be borne by the Indemnified Party.  The Indemnifying Party shall not, without thewritten consent of the Indemnified Party (which consent shall not beunreasonably withheld, conditioned or delayed), settle or compromise anyaction, unless such settlement or compromise includes an unconditional releaseof the Indemnified Party.  If theIndemnifying Party does not notify the Indemnified Party within thirty (30)days after the receipt of notice of a claim of indemnity hereunder that itelects to undertake the defense thereof, the Indemnified Party shall have theright to contest, settle or compromise the claim but shall not pay or settleany such claim without the consent of the Indemnifying Party (which consentshall not be unreasonably withheld, conditioned or delayed).  The Indemnifying Party and the IndemnifiedParty shall cooperate fully in all aspects of any investigation, defense,pre-trial activities, trial, compromise, settlement or discharge of any claimin respect of which indemnity is sought pursuant to ARTICLE IX, including, butnot limited to, providing the other party with reasonable access to employeesand officers (including as witnesses) and other information.  The remedies provided in this ARTICLE IX willnot be exclusive of or limit any other remedies that may be available tothe Indemnified Parties.

**ARTICLE X** INTELLECTUAL PROPERTY RIGHTS ANDCONFIDENTIALITY

10.1          *Trademarks. *Novadaqshall have the right to indicate to the public that it is an authorizeddistributor of the Products and to market and sell the Products under thetrademarks, service marks and trade names that PLC may adopt from time totime.  Novadaq shall not alter, obscureor remove any trademarks, service marks or trade names of PLC which arecontained on or in or affixed to the Products at the time of shipment.  Novadaq shall not use any trademarks, servicemarks or trade names of PLC in connection with any business conducted by Novadaqother than dealing with the Products in accordance with the terms of thisAgreement.  Novadaq agrees that its useof the trademarks, service marks and trade names of PLC shall not create in itsfavor any right, title or interest therein and acknowledges PLC’s exclusiveright, title and interest thereto. Novadaq agrees that it will not use, without PLC’s prior writtenconsent, any mark which is similar to or is likely to be confused with anytrademarks, service marks or trade names of PLC.  Novadaq’s rights to use the trademarks,service marks and trade names of PLC as set forth in this Section 10.1shall terminate upon termination or expiration of this Agreement.

 

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10.2          *ConfidentialInformation. *In order toavoid disclosure of confidential and proprietary information to any otherperson, firm or corporation, the parties agree that during the term of thisAgreement and for a period of three (3) years from the termination of thisAgreement each will treat any such information which is received from oneanother in writing and clearly marked as “Confidential” or if disclosed orally,which is confirmed in writing as “Confidential” within thirty (30) days ofinitial disclosure, with the same degree of care that each employs with respectto its own information which it does not desire to have published ordisseminated.  It is understood that eachparty shall be liable for any unauthorized disclosure should it fail to safeguardthe disclosed information with such care. This obligation shall survive the termination or expiration of thisAgreement.  The parties shall not haveany obligation with respect to such information which is:

(a)           independently developed by thereceiving party without the benefit of the disclosure or is already known tothe receiving party at the time of the disclosure, as evidenced by writtendocumentation;

(b)           publicly known or becomes publiclyknown without the wrongful act or breach of this Agreement by the receivingparty; or

(c)           rightfully received by the receivingparty from a third-party who is not under any obligation of confidentiality ortrade secret obligation to the originating party.

**ARTICLE XI**MISCELLANEOUS

11.1         *Relationship.*The relationship of Novadaq and PLC established by this Agreement isof independent contractors and not agents (except as set forth inSection 2.1), and nothing in this Agreement shall be construed:

(a)           To give either party the power todirect or control the daily activities of the other party beyond theobligations imposed on Novadaq and PLC, respectively, by this Agreement;

(b)           To constitute the parties aspartners, joint ventures, co-owners or otherwise as participants in jointundertaking; or

 

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(c)           To allow either party to create orassume any obligation on behalf of the other party for any purpose whatsoever.The purchase, promotion, and resale of, or any other legal transactionsconcerning the Products hereunder shall be carried out in the name of and forthe account of Novadaq as principal, and Novadaq shall not enter into anyagreement with third persons binding in any way on PLC.

11.2           *NoConflict. *Each partyrepresents and warrants to the other parties that it is not subject to anycontractual obligation or restraint which will materially interfere with itsright and ability to perform pursuant to the terms of this Agreement.

11.3         *GoverningLaw. *This Agreement shall begoverned by, interpreted under, and construed in accordance with the internallaws of the State of New York, including, without limitation, Sections 5-1401,5-1402 of the New York General Obligations Law and New York Civil Practice Lawsand Rules 327(b).

11.4         *Escalation. *Novadaq and PLC (and/or PLCParent) will attempt in good faith to resolve expeditiously any dispute, claimor controversy arising out of or relating to this Agreement (the “**Dispute**”) promptly by negotiations between executives whohave authority to settle the controversy and who are at a higher level ofmanagement than the persons with direct responsibility for the administrationof this Agreement. Either party may give the other party written notice(the “**Escalation Notice**”) of any Dispute notresolved in the normal course of business. Within fifteen (15) days after delivery of the Escalation Notice, thereceiving party shall submit to the other a written response.  The Escalation Notice and the responsethereto shall include (a) a statement of each party’s position and asummary of arguments supporting that position, and (b) the name and titleof the executive who will represent that party and of any other person who willaccompany the executive.  Within thirty(30) days after delivery of the Escalation Notice, the executives of both partiesshall meet at a mutually acceptable time and place, and thereafter as often asthey reasonably deem necessary, to attempt to resolve the Dispute.  All reasonable requests for information madeby one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall betreated as compromise and settlement negotiations for purposes of applicablerules of evidence.  The partiesshall attempt to resolve any Dispute pursuant to the procedure set forth inthis Section 11.4 for a period up to sixty (60) days from the date ofdelivery of the Escalation Notice before resorting to other available remedies;*provided, however,*nothingcontained in this Section 11.4 shall prevent any party from resorting tojudicial process if injunctive or other equitable relief from a court isnecessary to 

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prevent serious and irreparable injury to it or toothers.  The use of the procedure setforth in this Section 11.4 will not be construed under the doctrineof laches, waiver or estoppel to affect adversely any party’s right to assertany claim or defense.

11.5         *Jurisdictionand Consent to Service. *Inaccordance with the laws of the State of New York, and without limiting thejurisdiction or venue of any other court, the parties (a) agree that anysuit, action or proceeding arising out of or relating to this Agreement shallbe brought solely in the state or federal courts of New York; (b) consentto the exclusive jurisdiction of each such court in any suit, action orproceeding relating to or arising out of this Agreement; (c) waive anyobjection which any of them may have to the laying of venue in any suchsuit, action or proceeding in any such court; and (d) agree that serviceof any court paper in any such suit, action or proceeding may be made inany manner as may be provided under the applicable laws or courtrules governing service of process in such court.

11.6         *Notices. *All notices, demands, requests,consents, approvals or other communications required or permitted to be givenhereunder or which are given with respect to this Agreement shall be in writingand shall be delivered (charges prepaid, receipt confirmed or return receiptrequested (if available)) by hand, by nationally recognized air courierservice, by certified mail or facsimile, addressed as set forth below or to suchother address as such party shall have specified most recently by writtennotice.  Notice shall be deemed given andeffective (i) if delivered by hand or by nationally recognized courierservice, when delivered at the address specified in this Section 11.6 (orin accordance with the latest unrevoked written direction from such party),(ii) if by certified mail, upon mailing or (iii) if given byfacsimile when such facsimile is transmitted to the fax number specified inthis Section 11.6 (or in accordance with the latest unrevoked writtendirection from such party), provided the appropriate confirmation is received.

To PLC:

PLC Systems Inc.10 Forge ParkFranklin, MA 02038Attention:  Chief Executive OfficerFax:  (508) 541-7990

 

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witha copy (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale and Dorr LLP60 State StreetBoston, MA 02109Attention:  Jeff Stein, Esq.Fax:  (617) 526-5000

To Novadaq:

Novadaq Corp.11091 Corsia Trieste Way, Unit 201Bonita Springs, FL 34135Attention:  PresidentFax:  (905) 629 - 8779

with a copy (whichshall not constitute notice) to:

Morrison & Foerster LLP425 Market St.San Francisco, CA 94105Attention:  Key ShinFax:  (415) 268-7522

11.7         *Interpretation. *When a reference is made in thisAgreement to a Section, Schedule or Exhibit, such reference shall be to aSection, Schedule or Exhibit of this Agreement unless otherwiseindicated.  When a reference is made inthis Agreement to a specific Schedule, such reference shall be deemed toinclude, to the extent applicable, all the other Schedules.  The table of contents, table of definitions,titles and headings contained in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of thisAgreement.  When the words “includes” or “including”are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation.”  All accounting terms notdefined in this Agreement shall have the meanings determined by generallyaccepted accounting principles as of the date hereof.  All capitalized terms defined herein areequally applicable to both the singular and plural forms of such terms.

 

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11.8         *Severability. *In the event that any one or moreof the provisions contained herein, or the application thereof in anycircumstances, is held invalid, illegal or unenforceable in any respect for anyreason, the parties shall negotiate in good faith with a view to thesubstitution therefore of a suitable and equitable solution in order to carryout, so far as may be valid and enforceable, the intent and purpose ofsuch invalid provision; *provided, however,*thatthe validity, legality and enforceability of any such provision in every otherrespect and of the remaining provisions contained herein shall not be in anyway impaired thereby, it being intended that all of the rights and privilegesof the parties hereto shall be enforceable to the fullest extent permitted bylaw.

11.9         *Counterparts. *This Agreement may beexecuted in two or more counterparts, each of which shall be deemed an originaland all of which shall, taken together, be considered one and the sameagreement, it being understood that the parties need not sign the samecounterpart.

11.10       *EntireAgreement; No Third Party Beneficiaries. *This Agreement, including all exhibits hereto and thereto, byand among the parties hereto,

(a)           constitute the entire agreement ofthe parties with respect to the subject matter hereof and supersede all priorand contemporaneous agreements, representations, understandings, negotiationsand discussions between the parties, whether oral or written, with respect tothe subject matter hereof; and

(b)           shall be binding upon and shall inureto the benefit of each of the parties hereto and thereto and their respectivesuccessors and permitted assigns and is not intended to confer any rights,remedies or benefits on any Persons other than as expressly set forth in thisSection 11.10.

11.11       *Amendments andModifications; Waivers and Extensions*.

(a)            No amendment, modification or terminationof this Agreement shall be binding upon any other party unless executed inwriting by the parties hereto intending to be bound thereby.

(b)           Any party to this Agreementmay waive any right, breach or default which such party has the right towaive; provided that such waiver will not be effective against the waivingparty unless it is in writing, is signed by such party, and specifically refersto this Agreement.  Waivers may bemade in 

 

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advance or after the right waived has arisen or thebreach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein containedshall be deemed a waiver of any preceding or succeeding breach thereof nor ofany other agreement or provision herein contained.  No failure or delay in exercising any right,power or privilege hereunder shall be deemed a waiver or extension of the timefor performance of any other obligations or acts nor shall any single orpartial exercise thereof preclude any other or further exercise thereof or theexercise of any other right, power or privilege.

11.12       *Assignment. *Neither this Agreement nor any ofthe rights, duties or obligations hereunder may be assigned or delegatedby any of the parties hereto without the prior written consent of PLC orNovadaq, as the case may be, which may be withheld in its solediscretion except that Novadaq may assign all its rights and obligationsto any Affiliate of Novadaq Corp.  Anyattempted assignment or delegation of rights, duties or obligations hereunderin contravention hereof shall be void and of no effect.

11.13        *Exhibits. *Each of the exhibits referred toherein and attached hereto is an integral part of this Agreement and isincorporated herein by reference.

11.14        *Expenses. *Except as otherwise provided inthis Agreement, each party to this Agreement shall bear its respective expensesincurred in connection with the preparation, execution, and performance of thisAgreement and the transactions contemplated hereby, including all fees andexpenses of agents, representations, counsel and accountants.

11.15       *NoConsequential or Punitive Damages. *Ifany party claims any breach of this Agreement by the other party or otherwisebecomes dissatisfied with any matter relating hereto or arising herefrom, itshall have no right to seek consequential or punitive damages and each partyhereby waives any right it may have to seek such punitive or consequentialdamages.

11.16       Novadaq Parent hereby guarantees theperformance of the obligations of Novadaq under this Agreement.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the date first above written.

 
|        | PLC SYSTEMS INC.               |
|--------|--------------------------------|
|   |                           |   |   |
|   | By:                            |   | /s/ James G. Thomasch |
|   |                           | Name: | James G. Thomasch |
|   |                           | Title: | Senior Vice President and Chief Financial Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | PLC MEDICAL SYSTEMS, INC. |
|   |                           |   |   |
|   | By:                            |   | /s/ James G. Thomasch |
|   |                           | Name: | James G. Thomasch |
|   |                           | Title: | Senior Vice President and Chief Financial Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | NOVADAQ TECHNOLOGIES INC.      |
|   |                           |   |   |
|   | By:                            |   | /s/ Arun Menawat |
|   |                           | Name: | Arun Menawat |
|   |                           | Title: | President & Chief Executive Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | NOVADAQ CORP.                  |
|   |                           |   |   |
|   | By:                            |   | /s/ Rick Mangat |
|   |                           | Name: | Rick Mangat |
|   |                           | Title: | President |
|   |                           |   |   |
|        |                                |  |  |  |

 

 

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**Exhibit A**

**Description of Products**

**1.             HL-2 Laser System including:**

[**]

**2.             TMR Disposable Kit including:**

[**]

Products shallalso include [**] and or [**] the products, [**] and [**] products [**] in thefield [**].

Products do not includethe HL-1 Laser System.

 

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** **

**Schedule 2.1**

**Distributors**

Noneas of the Effective Date.

 

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**Schedule 4.5**

**Installation Services and Services Relating to Extended ServiceAgreements**

InstallationSupport Service includes:

(i)            installation of HL-2 Laser System athospital

(ii)           laser operator in-service training athospital

Extended ServiceAgreements can include:

allor part of the services defined in Schedule 4.6.  The exact services are detailed in extendedservice contract agreements with the customer and are tailored to the customerrequirements.

PLC is notresponsible for the re-installation or transportation of the Product amongmultiple facilities.

 

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**Schedule 4.6**

**Warranty and Preventive Maintenance Services**

PreventiveMaintenance are planned services which include:

(i)            Cleaning of optics

(ii)           In-service for any new operating roompersonnel

(iii)          Calibration of energy readings

(iv)          Safety checks

(v)           Replacement of air purge filter

(vi)          any adjustments to make the productmeet performance specifications

Warranty Serviceis unplanned services which include:

(i)                                     anynecessary travel, labor and material expense to repair or replace a defectiveproduct or product component that is not meeting published PLC performancespecifications.

“costs” shallinclude all material costs at PLC’s fully absorbed standard manufacturing costand labor and travel-related costs for PLC personnel calculated at the rate of$[**] per day, billed in whole day increments

 

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**Schedule 7.4**

**Product Accessories**

 
| **Part Number** | ** ** | **Description**                                  | ** ** | **Model    used on** | ** ** | **Qty** | ** ** | **Unit** | ** ** | **Shelf    life** | ** ** | **Transfer  Price** | ** ** | **Shipping  Weight  (lbs)** | ** ** | **Shipping    Dimensions  (inches)** | ** ** | **Notes:**       |
|-----------------|------------|--------------------------------------------------|------------|----------------------|------------|---------|------------|----------|------------|-------------------|------------|---------------------|------------|-----------------------------|------------|--------------------------------------|------------|------------------|
| EPP00161        |       | Footswitch                                       |       | HL2                  |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 8                           |       | 12x6.5x5.5                           |       |             |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| FFL00002        |       | Safety Goggles                                   |       | both                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 7.5x6.5x5.5                          |       |             |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| FFL0000_        |       | Safety Goggles with Novadaq’s name on frame |       | both                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 7.5x6.5x5.5                          |       |             |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| SSB00056        |       | Remote Enable Cable                              |       | both                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| SSB00076        |       | Lens Cell                                        |       | both                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| CCA00097        |       | ECG Trunk Cable                                  |       | HL-2                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| CCA00098        |       | ECG 5 Lead Set                                   |       | HL-2                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| FFL00004        |       | Filter, Hepa, 0.3 micron                         |       | HL-2                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| LLA00181        |       | HL-2 Operators Manual                            |       | HL-2                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 3                           |       | 13.5x11.5x2.5                        |       | Fedex medium box |
|            |       |                                             |       |                 |       |    |       |     |       |              |       |                |       |                        |       |                                 |       |             |
| LLA00202        |       | Warning Sign HL-2                                |       | HL-2                 |       | 1       |       | Ea       |       | n/a               |       | $[**]               |       | 1                           |       | 11x13x1.5                            |       | Fedex small box  |

 

 

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